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Secondary offer meaning

What does Secondary offer mean?
A secondary offer is a further fundraising by a company already listed on a UK or Irish market, in which it offers additional equity securities to investors to raise new capital (for example, for working capital or to fund an acquisition) after its IPO. The term is a market expression (also called a secondary fundraising or follow-on offering), not generally defined in legislation or case law, and usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. Typical structures are: - Pre‑emptive offers: rights issues (ordinary or trombone) and open offers. - Non‑pre‑emptive offers: placings, including cash placings, cash box placings and vendor placings, sometimes via accelerated bookbuilds or as a placing and open offer. Key legal features include: board and shareholder authorities to allot shares and, where relevant, to disapply statutory pre‑emption rights (Companies Act 2006; Companies Act 2014 (Ireland)); compliance with applicable Listing Rules and Prospectus Regulation/Rules (prospectus requirement or exemptions); Market Abuse/inside information obligations; underwriting or placing agreements; and admission of the new securities to trading. A secondary offer is distinct from a secondary market sell‑down by existing shareholders, which does not raise new money for the issuer.
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View the related News about Secondary offer

NEWS
Corporate weekly briefing: FCA capital markets reforms and listing regime updates; EU CSDDD and ESRS implementation; Takeover Appeal Board ruling on MWB Group (1 August 2024)

In this issue: Equity capital markets Corporate governance Public company takeovers (Offers) Daily and weekly news alerts New and updated content Dates for your diary Trackers New Q&As Useful information Equity capital markets FCA publishes consultations and policy statement aimed at capital markets reform The Financial Conduct Authority (FCA) has unveiled a suite of measures intended to reinforce the UK’s capital markets. These include: a consultation on proposed rules to create the new Public Offers and Admissions to Trading Regime (POATRs), which will replace the current UK Prospectus Regulation; a consultation setting out proposals for a new activity of operating a public offer platform; and a consultation on derivatives trading obligations designed to improve secondary market regulation, cut systemic risk and minimise disruption for firms. The package also contains policy statement PS24/9, Payment Optionality for Investment Research. See: LNB News 26/07/2024 25. FCA publishes updated checklists and forms following implementation of UK...

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NEWS
UK Equity Capital Markets 2024: Main Market and AIM IPOs, Introductions and Secondary Offers; Retail Offer Platforms; FCA Listing and Prospectus Reforms; Sector Trends and 2025 Outlook

What does the Market Standards trend report cover? Click here to access the complete report in Shorthand format. Lexis+® UK Corporate and Market Standards have undertaken research exploring patterns in equity capital markets activity on the London Stock Exchange in 2024. The report delivers detailed analysis of IPOs, introductions, transfers between markets and secondary offers completed on the Main Market and AIM in 2024, together with insight into what we might expect in 2025. Topics covered include: a five-year comparative view of Main Market and AIM transaction volumes, market capitalisation and gross proceeds industry sector analysis of IPOs and secondary offerings fundraising structures for IPOs and secondary offers details on the use of retail offer platforms, including the size of retail offers comparison of offer price discounts and the use of prospectuses in secondary offers an examination of the significant reforms to the UK listing regime and the progress under way relating to the prospectus regime outlook for 2025...

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NEWS
UK prospectus regime reform consultation: FCA proposals on regulated market and primary MTF prospectuses, 75% secondary issuance threshold, protected forward-looking statements liability, IPO/debt changes, sustainability disclosures, timeline

The planned reforms aim to strengthen the appeal of the UK’s capital markets. They carry notable consequences for IPOs and secondary equity raises where securities will be admitted to trading on a UK regulated market, such as the LSE’s Main Market, or on a UK multilateral trading facility (MTF), such as AIM. Market rulebooks set the eligibility thresholds, admission conditions and ongoing duties once on a primary MTF, and for issuers of debt securities on a UK regulated market. Background The consultation follows the adoption earlier this year of the Public Offers and Admission to Trading Regulations, which created the framework for the planned overhaul of the UK prospectus regime. In particular, it is proposed that: offering securities to the public will be barred unless an exemption applies, with a key exemption where the offer is conditional on the securities being admitted to trading on a UK‑regulated market or a primary MTF the liability threshold for investor claims concerning certain forward-looking statements (described as...

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View the related Practice Notes about Secondary offer

PRACTICE NOTES
CREST rights issues: UK practitioner guide to process, Euroclear specimen wording, timetable, nil/fully paid rights, acceptance and payment, dematerialisation, settlement, record dates, overseas shareholders and fractional entitlements

This Practice Note provides an overview of the process of making a rights issue in CREST It does not attempt to introduce CREST or uncertificated securities, nor does it offer practical steps for transferring shares through CREST. For guidance on those topics, including a summary of key terms, refer to Practice Note: CREST and uncertificated shares—an introduction. For a synopsis of how various shareholder and company actions are carried out within CREST, see Practice Note: CREST—shareholder and general corporate actions. For a guide to conducting an open offer in CREST, consult Practice Note: CREST—open offers. For how to accept a takeover offer via CREST, see Practice Note: CREST—takeover offers. The general mechanics of undertaking a rights issue fall outside the remit of this Practice Note. It addresses solely the aspects that differ, or merit specific comment, where a rights issue is implemented through CREST. For broader information on rights issues and the matters that listed or AIM companies should evaluate when proposing a rights issue, see Practice Notes: Rights...

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PRACTICE NOTES
Statutory and Common Law Defamation Defences in England and Wales: Truth, Honest Opinion, Privilege, Public Interest, Offers of Amends, Online Intermediary Protections and SLAPPs Reform

Defences There are several substantive defences to a defamation action and, since the Defamation Act 2013 (DA 2013), most are now statutory. Multiple defences can be advanced together in answer to a claim. Truth Defamatory statements are presumed to be untrue, and the onus of proving their truth rests with the defendant. Showing that the substance of the defamatory statement is true is a complete defence. The defence formerly known as justification was given statutory effect by DA 2013, s 2; the common law defence was abolished and section 5 of the Defamation Act 1952 repealed. Pleading and procedural matters in defamation proceedings are governed by CPR PD 53B, which contains particular requirements for truth defences. CPR PD 53B replaced CPR PD 53 with effect from 1 October 2019 (see News Analyses: 109th practice direction update—July to October 2019 and New rules for media and communications claims from 1 October 2019). It is the substance or essence of the defamatory allegation that needs to be...

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PRACTICE NOTES
Clinical negligence case tracker (UK): key 2021–present decisions on liability, consent, causation, secondary victims, expert evidence and damages

This case tracker reviews clinical negligence liability decisions from January 2021 onwards. The judgments offer guidance on how the courts are addressing different types of clinical negligence claim. Where possible, we have included links to the judgments and/or analysis. Use this tracker alongside Practice Notes on specific claim types, such as Clinical negligence claims involving labour and delivery—injuries to the child, Delay in medical treatment, and Clinical negligence surgical claims... Birth injuries Case name and details CCC (by her mother and litigation friend MMM) v Sheffield Teaching Hospitals NHS Foundation Trust [2026] UKSC 5, February 2026. On appeal, the Supreme Court considered whether a child claimant can recover ‘lost years’ damages for earnings she would have made during the period by which her life expectancy was shortened by the defendant’s clinical negligence. CCC sustained a severe hypoxic brain injury at birth in 2015, reducing her life expectancy to 29 years. The Trust admitted liability. It was agreed that, absent the injury, she would have lived a normal...

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PRECEDENTS
Precedent board minutes for UK plc secondary fundraising (placing/firm placing/open offer): prospectus approval, placing agreement, LSE/AIM admission, CREST, general meeting and allotment

Company No: [ insert number ] [ Insert company name ] PLC Minutes from a meeting of [ a committee of ] the board of directors (the Meeting) of [ insert full name of company ] plc (the Company) Convened at [ insert place of meeting ] On [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert the names of the director(s) in physical attendance ] [ Insert the names of any directors attending by remote means (except where such means are specifically disallowed by the Company’s articles of association) (via [ insert mode of attendance for each director participating remotely ]) ] In attendance: [ Insert the name of anyone in attendance who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] Apologies: [ Insert...

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PRECEDENTS
Gazette Notice for Rights Issue: Overseas Shareholders Without UK/EEA Address—Inspection and Collection of Prospectus and Provisional Allotment Letters (Companies Act 2006, s.562(3))

[ insert name of company ] plc (Registered in [ insert country of incorporation ] with number [ insert company number ]) [ insert description of rights issue, eg Proposed [ insert offer ratio, eg 5 for 8 ] rights issue of [ insert total number new shares to be issued ] new ordinary shares of [ insert nominal value ] each at [ insert offer price ] per ordinary share ] This notice is issued, in accordance with section 562(3) of the Companies Act 2006, to every person whose name appears on the register at the close of business on [ insert date ] (the Rights Issue Record Date) as a holder of ordinary shares of [ insert nominal value ] each (the Ordinary Shares) in [ insert name of company ] plc (the Company) who does not have a registered address in the UK or an EEA State and has...

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PRECEDENTS
Prospectus verification notes template for UK secondary capital raisings (placings, open offers and rights issues) on the FCA Official List and London Stock Exchange Main Market

VERIFICATION NOTES These verification notes concern the prospectus (the Prospectus ) to be issued in connection with the proposed [ placing OR placing and open offer OR rights issue ] ( Capital Raising ) of [ up to ] [ insert number ] new [ insert class ] shares of [ insert nominal value ] each (the Shares ) of [ insert name of the Company ] together with the admission of the Shares to listing on the Official List of the Financial Conduct Authority ( FCA ) and to trading on the Main Market of the London Stock Exchange ( Main Market ). These Verification Notes (the Notes ) have been prepared by [ insert details of Company's solicitors ] for the purposes of protecting the Company, the directors of the Company (the Directors ) [ , the Proposed Directors of the Company (the Proposed Directors ) ] and others involved with the Capital Raising and the drafting of the Prospectus, which relates to the application for the...

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